SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Parlux Fragrances, Inc.

(Name of Issuer)

Common Stock, par value $ 0.01

(Title of Class of Securities)

701645103

(CUSIP Number)

RENE GARCIA

1600 Northwest 84th Avenue

Miami, Florida 33126

(305) 778 -6200

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 23, 2011

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 701645103

1	NAME OF REPORTING PERSON JM-CO CAPITAL FUND, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,718,728
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,718,728
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,718,728
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1%
14	TYPE OF REPORTING PERSON OO

2

CUSIP NO. 701645103

1	NAME OF REPORTING PERSON CAROLINA MARIE GARCIA 2006 FAMILY TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 810,000*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 810,000*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 810,000*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8%
14	TYPE OF REPORTING PERSON OO

* Consists of Shares currently issuable upon the exercise of certain warrants.  See Item 5 for a full description of the Reporting Person’s beneficial ownership.

3

CUSIP NO. 701645103

1	NAME OF REPORTING PERSON JACQUELINE MARIE GARCIA 2006 FAMILY TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 810,000*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 810,000*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 810,000*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8%
14	TYPE OF REPORTING PERSON OO

* Consists of Shares currently issuable upon the exercise of certain warrants.  See Item 5 for a full description of the Reporting Person’s beneficial ownership.

4

CUSIP NO. 701645103

1	NAME OF REPORTING PERSON IRREVOCABLE TRUST FOR VICTOR GARCIA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 810,000*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 810,000*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 810,000*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8%
14	TYPE OF REPORTING PERSON OO

* Consists of Shares currently issuable upon the exercise of certain warrants.  See Item 5 for a full description of the Reporting Person’s beneficial ownership.

5

CUSIP NO. 701645103

1	NAME OF REPORTING PERSON JACQUELINE MARIE GARCIA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,995,507
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,995,507
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,995,507
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4%
14	TYPE OF REPORTING PERSON IN

6

CUSIP NO. 701645103

1	NAME OF REPORTING PERSON CAROLINA MARIE GARCIA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,430,000*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,430,000*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,430,000*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5%
14	TYPE OF REPORTING PERSON IN

* Consists of Shares currently issuable upon the exercise of certain warrants.  See Item 5 for a full description of the Reporting Person’s beneficial ownership.

7

CUSIP NO. 701645103

1	NAME OF REPORTING PERSON JACAVI INVESTMENTS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 276,779
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 276,779
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 276,779
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON OO

8

CUSIP NO. 701645103

1	NAME OF REPORTING PERSON AQUA CAPITAL FUND, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 190,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 190,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 190,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

9

CUSIP NO. 701645103

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On December 23, 2011, the Issuer and Perfumania Holdings, Inc., a Florida corporation (“Perfumania”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Issuer, Perfumania, and PFI Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Perfumania (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the conditions therein, Merger Sub will merge with and into the Issuer with the Issuer as the surviving company (the “Merger”).

Simultaneously with the execution of the Merger Agreement, the Reporting Persons entered into a voting agreement with Perfumania (the “Voting Agreement”), pursuant to which the Reporting Persons agreed that they will vote their Shares (i) in favor of adoption of the Merger Agreement, and (ii) against any proposal made in opposition to or competition with the Merger Agreement or that would impede, interfere with, delay or otherwise adversely affect the consummation of the Merger.  The Reporting Persons also agreed to elect to receive the stock consideration, as described in the Merger Agreement, for all of the Reporting Persons’ Shares. The Voting Agreement expires upon the earliest of consummation of the Merger, termination of the Merger Agreement or a change of recommendation by the Issuer’s Board of Directors (the “Board”).  The foregoing summary of the Voting Agreement is qualified in its entirety by the full text of the Voting Agreement, which is attached hereto as Exhibit 99.1.

Also on December 23, 2011, the Reporting Persons and Rene Garcia entered into a standstill agreement with Perfumania (the “Standstill Agreement”), pursuant to which the Reporting Persons agreed that for a period of four (4) years from the date of entry into the Standstill Agreement or, if earlier, until certain shareholders of Perfumania cease to own at least 33 1/3% of the Shares, the Reporting Persons will (i) not vote any Shares beneficially owned by them in favor of certain significant matters that are opposed by the Board; (ii) not vote any Shares beneficially owned by them in favor of the election of one or more directors not nominated by the Board; (iii) not enter into or agree to enter into any voting agreement or arrangement or similar contract, or give proxy to, or deposit any Shares into a voting trust, unless they provide for the voting of any such Shares in accordance with (i) and (ii) above.  The Reporting Persons further agreed (i) to notify the Issuer of any acquisition by any of the Reporting Persons of additional Shares, (ii) not to acquire, or agree, offer, seek or propose to acquire more than 28% of the outstanding Shares; (iii) not to make, or in any way participate, directly or indirectly, in any “solicitation” of proxies or become a “participant” in an “election contest” ( as those terms are defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder); (iv) not to seek to control the management, Board, policies or affairs of the Issuer or any of its subsidiaries or affiliates, or propose, or seek to effect, or negotiate certain significant transactions with respect to the Issuer; (v) not to nominate any person for election as a director of the Issuer who is not recommended or nominated by the then-incumbent directors; (vi) not to form or join a group (as such term is used in Section 13(d)(3) of the Exchange Act) in connection with any of the foregoing; (vii) not to disclose any intention, plan or arrangement inconsistent with the foregoing, or take any action that would require the Issuer to make a public announcement regarding the possibility of the above listed events. The foregoing summary of the Standstill Agreement is qualified in its entirety by the full text of the Standstill Agreement, which is attached hereto as Exhibit 99.2.

10

CUSIP NO. 701645103

Simultaneously with the execution of the Merger Agreement, the Issuer entered into an agreement (the “Warrant Amendment”) with, among others, each of the CMG Trust, the JMG Trust and the VG Trust, as holders of warrants to purchase Shares (the “Licensor Warrants”).  The Warrant Amendment amends such warrants to provide, among other things, that each Licensor Warrant outstanding and unexercised as of the effective time of the Merger will be automatically converted into a fully-vested warrant to purchase a number of shares of common stock of Perfumania equal to the product (rounded down to the nearest whole share) of (x) the number of Shares subject to such Licensor Warrant and (y) .533333, at an exercise price per Share equal to $8.00.  The Warrant Amendment will become effective only if the Merger is consummated.

In connection with the Merger Agreement, the Issuer entered into an amendment (the “Amendment”) with Artistic Brands Development, LLC (f/k/a Iconic Fragrances, LLC) (“Artistic Brands”) and Rene Garcia, each an affiliate of the Reporting Persons.  The Amendment amends both the Letter Agreement among the Issuer, Artistic Brands and Mr. Garcia dated April 3, 2009 (the “Letter Agreement”) and the Agreement between the Issuer and Artistic Brands dated April 3, 2009 (the “License Agreement”).  The Letter Agreement is amended to provide that the Merger will not be a “Fundamental Transaction” under the terms of the Letter Agreement, which would have required the payment by the Issuer of certain additional sums to Artistic Brands and Mr. Garcia at the effective time of the Merger.  The License Agreement was amended to (i) provide that any warrant issued pursuant to that agreement following the effective time of the Merger would be a fully-vested warrant to purchase a number of shares of common stock of Perfumania equal to the product (rounded down to the nearest whole share) of (x) the number of Shares subject to such Licensor Warrant and (y) .533333, at an exercise price per share equal to $8.00 and (ii) to delete in Sections 2.1 and 6.5 of the agreement any restriction or prohibition of a designated person being a “The Issuer Restricted Person” (as such term is defined in the License Agreement).  The provisions of the Amendment will become effective only if the Merger is consummated.

The Issuer, Artistic Brands, Mr. Garcia and Perfumania also entered into a Letter Agreement, dated December 23, 2011 (the “Proposal Agreement”) providing that Artistic Brands and Mr. Garcia will not solicit or negotiate with parties other than Perfumania in connection with the treatment of the Licensor Warrants or the Letter Agreement.  However, in the event that, consistent with the provisions of the Merger Agreement, the Issuer engages in discussions or negotiations with a third party regarding an alternative acquisition proposal or enters into an agreement relating to a superior proposal, as described in the Merger Agreement, then Mr. Garcia and Artistic Brands may enter into discussions or negotiations with such third party with regard to the treatment of the Licensor Warrants and/or the Letter Agreement in connection with such acquisition proposal. The parties to the Proposal Agreement also acknowledged that Artistic Brands and S. Carter Enterprises, LLC have agreed to enter into a license agreement and Artistic Brands, Perfumania, and S. Carter Enterprises have agreed to enter into a sublicense agreement, both to be effective upon the consummation of the Merger, and subject to certain closing conditions contained in the Proposal Agreement.  Further, Perfumania agreed to issue 300,000 shares of Perfumania common stock to Artistic Brands within 5 business days of the consummation of the Merger, as consideration for the transactions contemplated in the Proposal Agreement.

Item 5. Interest in Securities of the Issuer.

Items 5(a) - 5(c) are hereby amended and restated to read as follows:

(a)-(b)           The aggregate percentage of Shares reported owned by each person named herein is calculated using as the numerator the respective Shares held by each Reporting Person, including Shares issuable upon the exercise of certain exercisable warrants, and as the denominator 20,769,362 Shares outstanding, as of November 2, 2011, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2011, plus the number of Shares issuable upon the exercise of certain exercisable warrants held by such Reporting Persons.

11

CUSIP NO. 701645103

As of the close of business on December 27, 2011, JM-CO directly owned 2,718,728 Shares constituting approximately 13.1% of the Shares outstanding.  JM-CO has the sole power to direct the vote and disposition of such Shares on the date of this statement.  As of the close of business on December 27, 2011, each of the CMG Trust, the JMG Trust and the VG Trust directly owned 810,000 Shares underlying certain warrants exercisable within 60 days, in each case constituting approximately 3.8% of the Shares outstanding.  Each of the CMG Trust, the JMG Trust and the VG Trust has the sole power to direct the vote and disposition of the Shares owned by it on the date of this statement.

As of the close of business on December 27, 2011, Aqua Capital directly owned 190,000 Shares constituting less than 1% of the Shares outstanding.  Jacavi, as the Manager of Aqua Capital may be deemed to be the beneficial owner of the 190,000 Shares owned by Aqua Capital in addition to the 86,779 Shares owned by it directly, constituting approximately 1.3% of the Shares outstanding.

Jacqueline Marie Garcia does not directly own any Shares. However, as the Manager of each of JM-CO, Jacavi and Aqua Capital, Jacqueline Marie Garcia may be deemed to be the beneficial owner of the 2,995,507 Shares owned in the aggregate by JM-CO, Jacavi and Aqua Capital constituting approximately 14.4% of the Shares outstanding and may be deemed to have sole power over the voting and disposition of such Shares as a result of having the sole power to make voting and disposition decisions on behalf of JM-CO, Jacavi and Aqua Capital with respect to such Shares.

Carolina Marie Garcia does not directly own any Shares. However, as a Co-Trustee of each of the JMG Trust, the CMG Trust and the VG Trust, Carolina Marie Garcia may be deemed to be the beneficial owner of the 2,430,000 Shares underlying certain warrants exercisable within 60 days owned in the aggregate by the JMG Trust, the CMG Trust and the VG Trust constituting approximately 10.5% of the Shares outstanding and may be deemed to have sole power over the voting and disposition of such Shares as a result of having the sole power to make voting and disposition decisions on behalf of the JMG Trust, the CMG Trust and the VG Trust.

(c)           There were no transactions in the Shares by any of the Reporting Persons during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Item 4 is hereby incorporated by reference in its entirety into this Item 6.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1 Voting Agreement.

99.2 Standstill Agreement.

12

CUSIP NO. 701645103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  December 28, 2011

JM-CO CAPITAL FUND, LLC
By:	/s/ Jacqueline Marie Garcia
	Name:	Jacqueline Marie Garcia
	Title:	Manager

JACQUELINE MARIE GARCIA 2006 FAMILY TRUST
By:	/s/ Carolina Marie Garcia
	Name:	Carolina Marie Garcia
	Title:	Co-Trustee

CAROLINA MARIE GARCIA 2006 FAMILY TRUST
By:	/s/ Carolina Marie Garcia
	Name:	Carolina Marie Garcia
	Title:	Co-Trustee

IRREVOCABLE TRUST FOR VICTOR GARCIA
By:	/s/ Carolina Marie Garcia
	Name:	Carolina Marie Garcia
	Title:	Co-Trustee

JACAVI INVESTMENTS, LLC
By:	/s/ Jacqueline Marie Garcia
	Name:	Jacqueline Marie Garcia
	Title:	Manager

13

CUSIP NO. 701645103

AQUA CAPITAL FUND, LLC
By:	JACAVI INVESTMENTS, LLC, its Manager
By:	/s/ Jacqueline Marie Garcia
	Name:	Jacqueline Marie Garcia
	Title:	Manager

/s/ Jacqueline Marie Garcia

JACQUELINE MARIE GARCIA

/s/ Carolina Marie Garcia

CAROLINA MARIE GARCIA

14

EX-99.1

Exhibit 99.1

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2011 by and among Perfumania Holdings, Inc., a Florida corporation (“Parent”) and the undersigned stockholders (each a “Stockholder” and collectively, the “Stockholders”) of Parlux Fragrances, Inc., a Delaware corporation (the “Company”).

RECITALS

A. Concurrently with the execution of this Agreement, Parent, PFI Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger of even date herewith (as it may be amended from time to time, the “Merger Agreement”), pursuant to which, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provided in the Merger Agreement, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreement.

B. As of the date hereof, each Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of such number of shares of Company Common Stock and options to purchase such number of shares of Company Common Stock as is indicated on the signature page of this Agreement and Schedule I.

C. As a condition and inducement to Parent and Company to enter into the Merger Agreement, the Stockholders (in the Stockholders’ capacity as such) are hereby agreeing to vote the Shares as described herein and to take such other actions as provided for herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound, the parties hereto agree as follows:

1. Certain Definitions. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

(a) “Expiration Date” shall mean the earliest to occur of (i) such date and time as the Merger Agreement shall have been terminated pursuant to Article 7 thereof, (ii) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement or (iii) a Change of Recommendation.

(b) “Shares” shall mean (i) all securities of the Company (including all shares of Company Common Stock and, to the extent transferable by their terms, all options, warrants and other rights to acquire shares of Company Common Stock) owned by any of the Stockholders as of the date hereof, and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and, to the extent transferable by their terms, all additional options, warrants and other rights to acquire shares of Company Common Stock) of which the Stockholders acquire ownership during the period from the date of this Agreement through the Expiration Date (including by way of stock dividend or distribution, split-up, recapitalization, combination, exchange of shares and the like).

(c) “Transfer”. A Person shall be deemed to have effected a “Transfer” of a Share if such person directly or indirectly (i) sells, pledges, encumbers, assigns, grants an option with respect to, transfers or disposes of such Share or any interest in such Share, or (ii) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, assignment of, grant of an option with respect to, transfer of or disposition of such Share or any interest therein.

1

2. Transfer of Shares.  Except as expressly permitted by this Agreement, until the Expiration Date, no Stockholder shall directly or indirectly: (i) cause or permit any Transfer of any of the Shares of which such Stockholder is the beneficial owner (x) unless each Person to which any of such Shares, or any interest in any of such Shares, is or may be transferred shall have: (A) executed a counterpart of this Agreement and a proxy in substantially the form attached hereto as Exhibit A and (B) agreed in writing to hold such Shares (or interest in such Shares) subject to all of the terms and provisions of this Agreement or (y) except by will or by operation of law, in which case this Agreement will bind the transferee; (ii) grant any proxies or powers of attorney, other than consistently with the terms of Section 3, or deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing any of such Stockholder’s obligations under this Agreement.

3. Agreement to Vote Shares; Election.

(a) Until the Expiration Date, each Stockholder agrees that, at every meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Company, such Stockholder (in such Stockholder’s capacity as such) shall, or shall cause the holder of record on any applicable record date to, vote the Shares:

(i) in favor of the adoption of the Merger Agreement (as it may be amended from time to time), and in favor of each of the other actions contemplated by the Merger Agreement;

(ii) against approval of any proposal made in opposition to, or in competition with, the Merger or any other transactions contemplated by the Merger Agreement; and

(iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement):  (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any subsidiary of the Company, (B) any sale, lease or transfer of any significant part of the assets of the Company or any subsidiary of the Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of the Company, (D) any material change in the capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement.

(b) In the event that a meeting of the stockholders of the Company is held, each Stockholder shall, or shall cause the holder of record of the Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum.

(c) No Stockholder shall enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.

(d) Each Stockholder shall make a proper election to receive the Per Share Stock Election Consideration for all of such Stockholder’s shares of Company Common Stock on a properly completed Election Form in accordance with the provisions set forth in the Merger Agreement and the Election Form provided to the Stockholder and shall not revoke or change such Election Form.

(e) Except as expressly set forth in this Section 3, each Stockholder shall retain at all times the right to vote such Stockholder’s Shares in such Stockholder’s sole discretion and without any other limitation on matters that are at any time or from time to time presented for consideration to the Company’s stockholders.

(f) Notwithstanding anything in this Section 3 to the contrary, nothing contained herein shall in any way be deemed to limit, reduce, vitiate, waive or adversely affect the rights of Stockholders or Affiliates of the Stockholders pursuant to that certain letter agreement of even date here with, by and among Parent, the Company, Artistic Brands Development, LLC and Rene Garcia.

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4. Agreement Not to Tender.  Until the Expiration Date, no Stockholder shall tender the Shares into any exchange or tender offer commenced by a third party other than Parent, Merger Sub or any other subsidiary of Parent.

5. Agreement Not to Exercise Appraisal Rights.  Until the Expiration Date, the Stockholders hereby waive and agree not to exercise or assert any rights (including, without limitation, under Section 262 of the Delaware General Corporation Law) to demand appraisal of any Shares that may arise with respect to the Merger.

6. Directors and Officers.  Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall (or require the Stockholders to attempt to) limit or restrict any designee of any Stockholder who is a director or officer of the Company from acting in such capacity or voting in such person’s sole discretion on any matter (it being understood that this Agreement shall apply to each Stockholder solely in such Stockholder’s capacity as a stockholder of the Company).

7. No Ownership Interest.  Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Shares.  All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholders, and Parent shall not have any authority to direct the Stockholders in the voting of any of the Shares, except as otherwise provided herein.

8. Representations and Warranties of the Stockholder.  Each Stockholder hereby represents and warrants to Parent and Company as follows:

(a) Power; Binding Agreement.  Such Stockholder has full power and authority to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby.  The execution, delivery and performance by such Stockholder of this Agreement, the performance by each Stockholder of its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder and no other actions or proceedings on the part of such Stockholder is necessary to authorize the execution and delivery by it, him or her of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby.  This Agreement has been duly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

(b) No Conflicts.  Except as set forth in the Merger Agreement, no filing with, and no permit, authorization, consent, or approval of, any Governmental Entity is necessary for the execution by the Stockholder of this Agreement, the performance by the Stockholder of such Stockholder’s obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby.  None of the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of such Stockholder’s obligations hereunder or the consummation by the Stockholder of the transactions contemplated hereby will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which such Stockholder is a party or by which the Stockholder or any of the Stockholder’s properties or assets may be bound, or (ii) violate any order, writ, injunction, decree, judgment, order, statute, rule, or regulation applicable to the Stockholder or any of the Stockholder’s properties or assets.

(c) Absence of Litigation.  As of the date hereof, there is no suit, action, investigation or proceeding pending or, to the knowledge of such Stockholder, threatened against or affecting the Stockholder that could reasonably be expected to materially impair the ability of the Stockholder to perform its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

(d) Ownership of Shares.  Such Stockholder (i) is the beneficial owner of, and has good and valid title to, the shares of Company Common Stock indicated on the signature page of this Agreement, all of which are free and clear of any Liens (except any Liens arising under securities laws or arising hereunder), (ii) is the owner of options that are exercisable for the number of shares of Company Common Stock indicated on the signature page of this Agreement, all of which options and shares of Company Common Stock issuable upon the exercise of such options are free and clear of any Liens (except any Liens arising under securities laws or arising hereunder), and (iii) does not own, beneficially or otherwise, any securities of the Company other than the shares of Company Common Stock, options to purchase shares of Company Common Stock, and shares of Company Common Stock issuable upon the exercise of such options indicated on the signature page of this Agreement.

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(e) Voting Power.  Except as noted on Schedule I attached hereto, such Stockholder has and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth herein, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Stockholder’s Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement.  Except as noted on Schedule I, there are no proxies, voting trusts or understandings to or by which such Stockholder is a party or bound or that expressly requires that any of such Stockholder’s Shares be voted in a specific manner other than as provided in this Agreement or that provide for any right on the part of any other person other than such Stockholder to vote such Shares.  Notwithstanding anything in this Agreement to the contrary, nothing herein shall require the Stockholder to exercise any option to purchase shares of Company Common Stock.

(f) Information.  None of the information relating to the Stockholder provided in writing by or on behalf of the Stockholder for inclusion in documents filed by Parent with the Securities and Exchange Commission (the “SEC”) will, at the respective times such information is sent or given to Parent or the Company, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The Stockholder agrees to promptly notify Parent of any required corrections with respect to any such information.

(g) No Finder’s Fees.  No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with the transactions contemplated by the Merger Agreement or this Agreement based upon arrangements made by or on behalf of such Stockholder.

(h) Reliance by Parent and Company.  Such Stockholder understands and acknowledges that both Parent and Company are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

9. Representations and Warranties of Parent.  Parent represents and warrants to the Stockholders as follows:

(a) Power; Binding Agreement. Parent has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of Parent Shareholder Approval, to consummate the transactions contemplated hereby.  The execution, delivery and performance by Parent of this Agreement, the performance of its obligations hereunder and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other actions or proceedings on its part is necessary to authorize the execution and delivery of this Agreement, or, subject to receipt of Parent Shareholder Approval, the performance of its obligations hereunder and the consummation by Parent of the transactions contemplated hereby.  This Agreement has been duly executed and delivered by Parent and constitutes its valid and binding obligation, enforceable against it in accordance with its terms.

(b) No Conflicts.  Except as set forth in the Merger Agreement, no filing with, and no permit, authorization, consent, or approval of, any Governmental Entity is necessary for the execution by Parent of this Agreement, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated hereby.  None of the execution and delivery by Parent of this Agreement, the performance of its obligations hereunder or the consummation by Parent of the transactions contemplated hereby will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which it is a party or by which it or any its properties or assets may be bound, or (ii) violate any order, writ, injunction, decree, judgment, order, statute, rule, or regulation applicable to it or any of its properties or assets.

10. Certain Restrictions.  No Stockholder shall, directly or indirectly, take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect.

11. Disclosure.  Subject to reasonable prior notice and approval (which shall not be unreasonably withheld or delayed), the Stockholders hereby authorize Parent and Company to publish and disclose each Stockholder’s identity, ownership of Shares and the nature of each Stockholder’s commitments, arrangements and understandings under this Agreement in all documents and schedules filed with the Securities and Exchange Commission and any press release or other disclosure document that Parent or Company determines to be necessary or desirable in connection with the Merger and any transactions related to the Merger.

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12. Further Assurances.  Subject to the terms and conditions of this Agreement, each Stockholder shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to fulfill such Stockholder’s obligations under this Agreement.

13. Legending of Shares.  If so requested by Parent, each Stockholder agrees that the Shares shall bear a legend stating that they are subject to this Agreement.

14. Termination.  This Agreement shall terminate and shall have no further force or effect as of the Expiration Date.  Notwithstanding the foregoing, nothing set forth in this Section 14 or elsewhere in this Agreement shall relieve either party hereto from liability, or otherwise limit the liability of either party hereto, for any willful breach of this Agreement prior to the Expiration Date.

15. Miscellaneous.

(a) Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which will remain in full force and effect.  In the event any Governmental Entity of competent jurisdiction holds any provision of this Agreement to be null, void or unenforceable, the parties hereto shall negotiate in good faith and execute and deliver an amendment to this Agreement in order, as nearly as possible, to effectuate, to the extent permitted by law, the intent of the parties hereto with respect to such provision.

(b) Binding Effect and Assignment.  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by any of the parties without the prior written consent of the others.

(c) Amendments; Waiver.  This Agreement may be amended by the parties hereto, and the terms and conditions hereof may be waived, only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance.

(d) Specific Performance; Injunctive Relief.  The parties hereto acknowledge that Parent shall be irreparably harmed and that there shall be no adequate remedy at law for a violation of any of the covenants or agreements of the Stockholders set forth herein.  Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

(e) Notices.  All notices and other communications pursuant to this Agreement shall be in writing and deemed to be sufficient if contained in a written instrument and shall be deemed given if delivered personally, telecopied, sent by nationally-recognized overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following address (or at such other address for a party as shall be specified by like notice):

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If to Parent:

Perfumania Holdings, Inc.

35 Sawgrass Drive

Suite 2

Bellport, New York 11713

Attn: Michael W. Katz, Chief Executive Officer and President

Facsimile No.:  (631) 866-4231

with a copy to (which shall not constitute notice) to:

Edwards Wildman Palmer LLP

750 Lexington Avenue

New York, New York 10022

Attention:  Patricia L. Kantor, Esq.

Facsimile No.:  (212) 308-4844

If to the Stockholders:

To the respective addresses and fax numbers shown on the signature pages for each Stockholder with copies (which shall not constitute notice) to:

Littman Krooks LLP

655 Third Avenue, 20th Floor

New York, New York 10017

Attention: Mitchell C. Littman, Esq.

Facsimile No.:  (212) 490-2990

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(f) No Waiver.  The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect of this Agreement at law or in equity, or to insist upon compliance by any other party with its obligation under this Agreement, and any custom or practice of the parties at variance with the terms of this Agreement, shall not constitute a waiver by such party of such party’s right to exercise any such or other right, power or remedy or to demand such compliance.

(g) No Third Party Beneficiaries.  This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

(h) Governing Law.  This Agreement shall be governed by the laws of the State of Delaware, without reference to any provision that would require the application of the laws of another jurisdiction.

(i) Submission to Jurisdiction.  All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware state or federal court sitting in New Castle County.  The parties hereto hereby (i) submit to the exclusive jurisdiction of any state or federal court sitting in the New Castle County for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.

(j) Rules of Construction.  The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

(k) Entire Agreement.  This Agreement contains the entire understanding of the parties hereto in respect of the subject matter hereof, and supersede all prior negotiations, agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof.

(l) Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein are not affected in any manner materially adverse to any party hereto.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the parties hereto as closely as possible in a mutually acceptable manner.

(m) Interpretation.

(i) Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” As used in this Agreement, the term “affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.

(ii) The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties hereto and shall not in any way affect the meaning or interpretation of this Agreement.

(n) Counterparts.  This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

(o) Stockholder Obligations. The obligations of the Stockholders under this Agreement shall be several and not joint.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their respective duly authorized officers to be effective as of the date first above written.

PERFUMANIA HOLDINGS, INC.
By:	/s/ Michael W. Katz
	Michael W. Katz
	President and Chief Executive Officer

[Signature Page to Voting Agreement]

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STOCKHOLDERS:
JM-CO CAPITAL FUND, LLC
By:	/s/ Jacqueline Marie Garcia
	Jacqueline Marie Garcia, Manager
	Address:
	200 S. Biscayne Blvd., Suite 1000 Miami, FL 33131
	Shares owned of record:
	2,718,728 shares of Company Common Stock

JACAVI INVESTMENTS, LLC
By:	/s/ Jacqueline Marie Garcia
	Jacqueline Marie Garcia, Manager
	Address:
	200 S. Biscayne Blvd., Suite 1000 Miami, FL 33131
	Shares owned of record:
	86,779 shares of Company Common Stock

[Signature Page to Voting Agreement]

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AQUA CAPITAL FUND, LLC
By:	Jacavi Investments, LLC
By:	/s/ Jacqueline Marie Garcia
	Jacqueline Marie Garcia, Manager
	Address:
	200 S. Biscayne Blvd., Suite 1000 Miami, FL 33131
	Shares owned of record:
	190,000 shares of Company Common Stock

JACQUELINE MARIE GARCIA 2006 FAMILY TRUST
By:	/s/ Carolina Marie Garcia
	Carolina Marie Garcia, Co-Trustee
	Address:
	200 S. Biscayne Blvd., Suite 1000 Miami, FL 33131
	Shares owned of record: 810,000 Warrants

[Signature Page to Voting Agreement]

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CAROLINA MARIE GARCIA 2006 FAMILY TRUST
By:	/s/ Carolina Marie Garcia
	Carolina Marie Garcia, Co-Trustee
	Address:
	200 S. Biscayne Blvd., Suite 1000 Miami, FL 33131
	Shares owned of record: 810,000 Warrants

IRREVOCABLE TRUST FOR VICTOR GARCIA
By:	/s/ Carolina Marie Garcia
	Carolina Marie Garcia, Co-Trustee
	Address:
	200 S. Biscayne Blvd., Suite 1000 Miami, FL 33131
	Shares owned of record:  810,000 Warrants

[Signature Page to Voting Agreement]

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SCHEDULE I

EXCEPTIONS

Aqua Capital Fund, LLC (“Aqua Capital”) directly owns 190,000 Shares.  Jacavi Investments, LLC (“Jacavi”), as the Manager of Aqua Capital, may be deemed to be the beneficial owner of the 190,000 Shares owned by Aqua Capital in addition to the 86,779 Shares owned by it directly.

Jacqueline Marie Garcia does not directly own any Shares. However, as the Manager of each of JM-CO Capital Fund, LLC (“JM-CO”), Jacavi and Aqua Capital, Jacqueline Marie Garcia may be deemed to be the beneficial owner of the 2,995,507 Shares owned in the aggregate by JM-CO, Jacavi and Aqua Capital and may be deemed to have sole power over the voting and disposition of such Shares as a result of having the sole power to make voting and disposition decisions on behalf of JM-CO, Jacavi and Aqua Capital with respect to such Shares.

Carolina Marie Garcia does not directly own any Shares. However, as a Co-Trustee of each of the Jacqueline Marie Garcia 2006 Family Trust (the “JMG Trust”), the Carolina Marie Garcia  2006  Family Trust (the “CMG Trust”) and the Irrevocable Trust For Victor Garcia (the “VG Trust”), Carolina Marie Garcia may be deemed to be the beneficial owner of the 2,430,000 Shares underlying the warrants (1,215,000 of which are currently exercisable) held in the aggregate by the JMG Trust, the CMG Trust and the VG Trust and may be deemed to have sole power over the voting and disposition of such Shares as a result of having the sole power to make voting and disposition decisions on behalf of the JMG Trust, the CMG Trust and the VG Trust.

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EXHIBIT A

IRREVOCABLE PROXY

The undersigned stockholder (the “Stockholder”) of Parlux Fragrances, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints [______________] and [_____________] of Perfumania Holdings, Inc. (“Parent”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below).  Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date.

This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company.  The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreement.

As used herein, the term “Expiration Date” shall mean the earlier to occur of (i) such date and time as the Merger Agreement shall have been terminated pursuant to Article 7 thereof, (ii) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement or (iii) a Change of Recommendation (as defined in the Merger Agreement).

The attorneys and proxies named above, and each of them, are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Date, to act as the undersigned’s attorney and proxy to vote the Shares, and to exercise all voting, consent and similar rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting:  (i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement; (ii) against approval of any proposal made in opposition to, or in competition with, the Merger or any other transactions contemplated by the Merger Agreement; and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement):  (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any subsidiary of the Company, (B) any sale, lease or transfer of any significant part of the assets of the Company or any subsidiary of the Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of the Company, (D) any material change in the capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement.

The attorneys and proxies named above may not exercise this Irrevocable Proxy on any other matter.  The undersigned stockholder may vote the Shares on all other matters.

Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.

This Irrevocable Proxy shall terminate, and be of no further force and effect, automatically upon the Expiration Date.

This Irrevocable Proxy shall be governed by the laws of the State of Delaware, without reference to rules of conflicts of law.

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All actions and proceedings arising out of or relating to this Irrevocable Proxy shall be heard and determined exclusively in any Delaware state or federal court sitting in New Castle County.  The parties hereto hereby (i) submit to the exclusive jurisdiction of any state or federal court sitting in the New Castle County for the purpose of any action arising out of or relating to this Irrevocable Proxy brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Irrevocable Proxy or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.

PERFUMANIA HOLDINGS, INC.	STOCKHOLDER:
By:
	[Name]
Name:
Title:

*****IRREVOCABLE PROXY ****

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EX-99.2

Exhibit 99.2

STOCKHOLDERS AGREEMENT

STOCKHOLDERS AGREEMENT dated as of December 23, 2011 (this “Agreement”), by and among Perfumania Holdings, Inc., a Florida corporation (the “Company”), Rene Garcia, a stockholder of the Company (“Stockholder”), and the persons and trusts related to Stockholder listed on the signature page hereof (together with Stockholder, the “Stockholder Parties”).

RECITALS

A.           The Stockholder Parties are the beneficial owners of shares of Company Common Stock and shares of the Common Stock of Parlux Fragrances, Inc., a Delaware corporation (“Parlux”), including both outstanding shares of Parlux and the Company and shares issuable upon exercise of warrants to purchase such shares.

B.           Concurrently with the execution of this Agreement, (i) the Company is entering into an Agreement and Plan of Merger (the “Merger Agreement”) with Parlux and PFI Merger Corp. pursuant to which, among other matters, as of the Effective Time, Shares of common stock of Parlux will be converted into shares of Company Common Stock and options and warrants to acquire common stock of Parlux will be converted into options and warrants to acquire Company Common Stock, and (ii) Stockholder, the Company and/or Parlux (together with other parties) are entering into the Letter Agreement, the Licensor Warrant Amendment and a letter agreement described in Section 5.5(c) of the Merger Agreement.

C.           It is a condition to the Company’s willingness to enter into certain of the agreements referred to in Clause B that the Stockholder Parties enter into this Agreement, .and the Stockholder Parties wish to enter into and be bound hereby in order to induce the Company to enter into such agreements.

NOW, THEREFORE, in consideration of the premises and the covenants herein and intending to be legally bound, the parties agree as follows:

1.           Definitions. Capitalized terms used herein that are undefined shall have the meanings set forth in the Merger Agreement. As used in this Agreement, the following terms have the following respective meanings:

“beneficial owner” is used with the same meaning as in Rule 13d-3 under the Exchange Act;

“Company Common Stock” means the common stock, $.01 par value, of the Company;

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“Nussdorfs” means Stephen Nussdorf, Glenn Nussdorf and Arlene Nussdorf;

“Nussdorfs Group” means the Nussdorfs or any member of the Nussdorfs’ immediate family, or to a trust for the benefit of the Nussdorfs or any member of the Nussdorfs’ immediate family, or pursuant to the laws of descent and distribution;

“Person” means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization;

“Significant Matter” means whether in a single or series of transactions (i) a merger, reorganization, share exchange, consolidation, business combination, joint venture, partnership, recapitalization, dissolution, liquidation or similar transaction involving the Company constituting more than fifty percent (50%) or more of the assets, revenues or earnings of the Company, (ii) an acquisition of assets of the Company equal to more than fifty percent (50%) of the consolidated assets of the Company, (iii) an acquisition of more than 50% of the outstanding Company Common Stock, (iv) the issuance of. Company Common Stock that after giving effect to such issuance represents more than fifty percent (50%) of the outstanding Company Common Stock, or (v) a tender offer or exchange offer that, if consummated, would result in any person or “group” (as defined under Rule 13(d) of the Exchange Act) beneficially owning more than fifty (50%) of the outstanding Company Common Stock, other than the Nussdorf Group;

“Term” means the period from and including the Effective Time until the earlier of (a) the fourth (4th) anniversary of the date hereof and (b) the date on which the Nussdorf Group collectively ceases to be the beneficial owners of at least 33 1/3% of the total number of outstanding shares of Company Common Stock; and

“Voting Shares,” as of any date, means all shares of Company Common Stock of which the Stockholder Parties are, individually or jointly, the beneficial owners, including without limitation, all shares of Company Common Stock with respect to which any of the Stockholder Parties becomes a beneficial owner following the date hereof.

2.           Voting Agreement.

(a)           In every vote of the Company’s stockholders taken from time to time during the Term with respect to any Significant Matter publicly opposed by the Board of Directors of the Company (the “Board”) or as to which the Board shall have recommended a vote against, whether at any meeting of the stockholders of the Company, at any adjournment or postponement thereof, or pursuant to an action or approval by written consent, the Stockholder Parties shall not vote or cause to be voted the Voting Shares in favor of such Significant Matter.

(b)           In every vote of the Company’s stockholders taken from time to time during the Term with respect to the election of one or more directors not recommended or nominated by the Board or the approval of the exercise of voting rights with respect to Company Common Stock acquired pursuant to a Significant Matter that shall not have been recommended by the Board for approval, whether at any meeting of the stockholders of the Company, at any adjournment or postponement thereof, or pursuant to an action or approval by written consent, the Stockholder Parties shall not vote or cause to be voted the Voting Shares in favor of any such director or the exercise of such voting rights.

(c)           The Stockholder Parties shall not, during the Term, (i) enter into any agreement or understanding with, or give any proxy to, any Person to vote or have voted or give instructions inconsistent with Section 2(a), (ii) deposit any of the Voting Shares into a voting trust or enter into a voting agreement or similar contract with respect to any of the Voting Shares, unless the voting of the Voting Shares pursuant thereto shall be in accordance with Section 2(a), or (iii) agree with any Person to take any of such actions.

(d)           During the Term hereof, the Stockholder Parties shall promptly notify the Company upon the acquisition of beneficial ownership of any additional Voting Shares by any of them.

3.           Certain Limitations on Transfer of Voting Shares.

(a)           During the Term, a Stockholder Party shall be expressly permitted, directly or indirectly to transfer, sell, offer, exchange, assign, pledge or otherwise dispose of or encumber (“Transfer”) any of the Voting Shares (including any option, warrant or other right exercisable for, or any other security or instrument convertible into, exchangeable for or that may be settled for, any Voting Share) or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the Voting Shares or the Stockholder Party’s voting or economic interest therein, other than to

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(i)           a Transfer to or with any transferee (A) which filed with the Securities and Exchange Commission a Schedule 13D under the Exchange Act with respect to the Company which indicates that such transferee is proposing, or may propose, a Significant Matter which the Company has indicated would not be approved. by the Board or is acquiring the Voting Shares or rights therein with the purpose or the effect of changing or influencing the control of the Company, or in connection with or as a participant in any transaction having such purpose or effect, or (B) with respect to which a Stockholder Party is aware of facts would conclude that such transferee is acquiring the Voting Shares or rights therein with the purpose or the effect of changing or influencing the control of the Company, or in connection with or as a participant in any transaction having such purpose or effect, based solely on the written representations and warranties made such transferee in connection with such Transfer ; or

(ii)           pursuant to a Significant Transaction that has not been approved, recommended or consented to by the Board.

4.           Standstill. During the Term, none of the Stockholder Parties or any of their affiliates shall, individually or collectively, directly or indirectly, unless specifically permitted in writing in advance by the Board:

(a)           acquire, or agree, offer, seek or propose to acquire ownership (including, but not limited to, beneficial ownership) of more than 28% of the outstanding Company Common Stock or any options, warrants, or other rights to acquire such ownership (including from a third party), it being understood and agreed that the foregoing shall not preclude any Stockholder from exercising any option, warrant or other derivative security;

(b)           make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a “participant” in any “election contest” (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company, or initiate, propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals with respect to the Company, or induce or attempt to induce any other person to initiate any stockholder proposal, or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company;

(c)           alone or in concert with others, seek to control the management, Board, policies or affairs of the Company or any of its subsidiaries or affiliates, or solicit, propose, seek to effect or negotiate with any other person with respect to any Significant Transaction, or announce or disclose an intent, purpose, plan or proposal with respect to the Company or any of its subsidiaries or any securities issued by the Company inconsistent with the provisions of this Section 4, including an intent, purpose, plan or proposal that is conditioned on or would require the Company to waive the benefit of or amend any provision of this Section 4, or assist, participate in, facilitate or encourage or solicit any effort or attempt by any person to do or seek to do any of the foregoing;

(d)           nominate any person for election by the stockholders of the Company as a director of the Company who is not nominated by the then-incumbent directors, or propose any matter to be voted upon by the stockholders of the Company;

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(e)           form, join in or in any way participate in a partnership, syndicate or other “group” (as such term is used in Section 13(d)(3) of the Exchange Act) or assist others, directly or indirectly, in connection with any of the foregoing; or

(f)           disclose any intention, plan or arrangement inconsistent with the foregoing, or take any action that would require the Company to make a public announcement regarding the possibility of any of the events described in the foregoing clauses (a) through (e).

5.           Stop Orders. The Stockholder Parties acknowledge and agree that the Company may, during the Term, place and maintain stop transfer orders with its transfer agent respect the Voting Shares in order to ensure compliance with the terms hereof.

6.           Representations, Warranties and Covenants of the Stockholder Parties. Each Stockholder Party, severally, and not jointly, represents and warrants to the Company that:

(a)           Ownership of Voting Shares. Schedule 1 hereto lists all of the Voting Shares, in whatever form, including those issuable upon exercise, exchange, conversion or settlement of options, warrants or other rights, of which such Stockholder Party is the beneficial owner and that, except pursuant to this Agreement, there are no options, warrants or other rights, agreements, voting trusts, voting agreements or other arrangements or commitments of any character relating to the pledge, disposition or voting of any Voting Shares of which such Stockholder Party is the beneficial owner;

(b)           No Conflict. The execution and delivery of this Agreement by the Stockholder Party does not, and the performance of this Agreement by the Stockholder Party will not: (i) conflict with or violate any legal requirement, order, decree or judgment applicable to the Stockholder Party or by which the Stockholder Party is bound or affected; or (ii) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an encumbrance on or otherwise affecting any of the Voting Shares pursuant to, any contract to which the Stockholder Party is a party or by which the Stockholder Party is bound or affected. The execution and delivery of this Agreement by the Stockholder Party do not, and the performance of its obligations under this Agreement by the Stockholder Party will not, require any consent of any Person not a party to this Agreement;

(c)           Enforceability. The Stockholder Party has all requisite power and capacity to execute and deliver this Agreement and to perform its obligations hereunder and thereunder. This Agreement has been duly executed and delivered by the Stockholder Party and, assuming the due authorization, execution and delivery of this Agreement by the Company, each constitute the legal, valid and binding obligations of the Stockholder Party, enforceable against the Stockholder Party in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies; and

(d)           Further Assurances. The Stockholder Party hereby covenants and agrees to cooperate fully with Company and to execute and deliver any additional documents in form and substance acceptable to the Stockholder Party necessary or desirable and to take such further actions, in the reasonable opinion of Company, necessary or desirable to carry out the intent of this Agreement.

7.           Effectiveness; Termination. For sake of clarity, unless and until the Effective Time, none of the provisions of this Agreement (including without limitation Sections 2, 3 and 4) shall be of any force or effect. This Agreement shall terminate and be of no further force or effect as of the end of the Term; provided that termination hereof shall not affect any party’s rights with respect to any breach hereof during the Term.

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8.           Miscellaneous.

(a)           Entire Agreement; Amendments. This Agreement (including the documents and the instruments referred to herein, including without limitation, the Merger Agreement, the Letter Agreement, the Licensor Warrant Amendment and a letter agreement described in Section 5.5(c) of the Merger Agreement) (a) constitutes the entire agreement, superseding all prior agreements, negotiations, arrangements and understandings, written or oral, between the parties with respect to the subject matter hereof, and (b) this Agreement may not be amended, modified, or supplemented except upon the execution and delivery of a written agreement executed by the Company and the Stockholder Patties.

(b)           Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered when received or, if earlier, (i) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below: If to the Company, to 35 Sawgrass Drive, Suite 2, Bellport, New York 11713, Attention: Chief Executive Officer, with a copy to Edwards Wildman Palmer LLP, 750 Lexington Avenue, 8th FL, New York, NY 10022; Attention: Patricia L. Kantor, Esq.; or if to any Stockholder Party, to Rene Garcia 1608 NW 84th Avenue, Miami, FL 33126, with a copy to Littman Krooks LLP, 655 Third Avenue, 20th floor, New York, NY 10017; Attention: Mitchell C. Littman, Esq.. Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section.

(c)           Counterparts. This Agreement may be executed in one or more counterparts (whether delivered by facsimile or otherwise), each of which shall be considered one and the same agreement.

(d)           Severability. Any term or provision of this Agreement that is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the invalid, void or unenforceable term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, void or unenforceable, the parties agree that the court making such determination shall have the power to and shall, subject to the discretion of such court, reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

(e)           Governing Law. Except to the extent the Florida Business Corporation Act controls the interpretation or construction hereof, this Agreement shall be deemed to be made in, and in all respects shall be interpreted, construed and governed by and in accordance with the internal laws of, the State of New York, without regard to the conflicts of law principles thereof that would cause the application of the laws of any jurisdiction other than the internal laws of State of New York.

(f)           Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the United States District Court for the Eastern District of New York or in New York Supreme Court sitting in Suffolk County, New York, without bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity. The parties hereby agree that service of any process, summons, notice or document by registered mail to the respective addresses set forth in Section 8(b) shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

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(g)           Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties to this Agreement (whether by operation of law or otherwise) without the prior written consent of the Company and the Stockholder Parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

[Signatures on the following page]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the date and year first written above.

THE STOCKHOLDER PARTIES

/s/ Rene Garcia

Rene Garcia, individually and as co-trustee of certain trusts that hold Company common stock and warrants

JM-CO CAPITAL FUND, LLC
By:	/s/ Jacqueline Marie Garcia
	Jacqueline Marie Garcia, Manager

JACAVI INVESTMENTS, LLC
By:	/s/ Jacqueline Marie Garcia
	Jacqueline Marie Garcia, Manager

AQUA CAPITAL FUND, LLC
By:	/s/ Jacqueline Marie Garcia
	Jacqueline Marie Garcia, Manager

JACQUELINE MARIE GARCIA 2006 FAMILY TRUST
By:	/s/ Carolina Marie Garcia
	Carolina Marie Garcia, Co-Trustee

[Signature page to Stockholders Agreement]

CAROLINA MARIE GARCIA 2006 FAMILY TRUST
By:	/s/ Carolina Marie Garcia
	Carolina Marie Garcia, Co-Trustee

IRREVOCABLE TRUST FOR VICTOR GARCIA
By:	/s/ Carolina Marie Garcia
	Carolina Marie Garcia, Co-Trustee

[Signature page to Stockholders Agreement]

PERFUMANIA HOLDINGS, INC.
By:	/s/ Michael W. Katz
	Michael W. Katz President and Chief Executive Officer

[Signature page to Stockholders Agreement]

SCHEDULE 1

Voting Shares

Stockholder Party	Company Common Stock	Company Warrants	Parlux Common Stock	Parlux Warrants
Rene Garcia	295,104	72,738	--	--
The Jacqueline Marie Garcia 2006 Family Trust u/t/a dated October 30, 2006	106,188	26,997	--	810,000
The Carolina Marie Garcia 2006 Family Trust u/t/a dated October 30, 2006	106,188	26,997	--	810,000
Irrevocable Trust for Victor Garcia u/t/a dated October 30, 2006	106,188	26,997	--	810,000
JM-CO CAPITAL FUND, LLC	--	--	2,718,728	--
JACAVI INVESTMENTS, LLC	--	--	86,779	--
AQUA CAPITAL FUND, LLC	--	--	190,000	--